Memorandum of association (MOA) is a statement which is prepared and uploaded by the subscriber at the time of company’s registration. You can take help of a professional like a CA or CS for drafting of memorandum of association (MOA).
Contents of Memorandum of Association – MOA
MOA has to be prepared and to be filed while incorporating a new company in India. Countries like UK, Ireland, Bangladesh, Pakistan and some other countries also prepare MOA at the time of company’s registration.
If you want to do any business other than those specified in the object clause of the memorandum of association, then you need to amend the document and get it register with the ministry of corporate affairs of India.
MOA contents following;
- Name of the company
- Company’s registered office
- Main objects of the company
- Objects incidental or ancillary to the attainment of main object
- Other objects of the company
- Liability clause of the MOA
Name of the company – Name clause
In the top section of Memorandum of association (MOA) you can find the name of the company. If at the end “limited” is mentioned then the company is a public limited company. If it is mentioned as “private limited” then the company has been registered as a private limited company.
Private limited company is a type of company which is registered in India where general public cannot participate in its ownership.
Public companies are registered in India where large publics can participate in its ownership.
You can choose any name as your company’s name based on the company’s name approval guidelines published by ministry of corporate affairs of India.
Company’s registered office
This place will indicate in which state of India the company is registered. If it’s mentioned as “state of Karnataka” then the company is registered in Karnataka state.
Main Objects of the company
Main object of your memorandum of association (MOA) shows the purpose of having your company in India. It will indicate all those business activities that the company is going to carry on in India. If you are an investor then you can check where the company is going to invest your money.
Object incidental or ancillary to the attainment of main object
To carry on the main object you need to do some other activities for smooth running of your business like opening up bank account, taking loan or cash credit facility etc. Those activities which are to be carried on along with the main business activities mentioned under the head “main objects” should be listed here. These activities should not be your business activities.
Other objects of the company
These are the other business activities which a company can carry on in addition to the main object. But it should not be the company’s main business activities. When other object becomes the company’s main objective then that object is to be included in main object list of the memorandum of association (MOA) and for this you need to take approval from ministry of corporate affairs of India.
Under the liability clause you mention whether liabilities of the shareholders are limited or unlimited. For private limited and public limited company’s, it’s mentioned as limited i.e. if anything happens and the company has to pay its debt then shareholders liability will be limited only up to the amount that they invested in and their personal assets will not be touched.
Authorized Share Capital
You need to mention the authorized share capital amount with which you want to start your business. To start, there is no restriction on minimum authorized share capital for private limited company. You can start a public limited company with a minimum share capital of 5, 00,000 rupees. Based on this authorized capital your registration fee for company registration will be calculated.
At the last of memorandum of association (MOA) the subscribers who are investing in the company has to put following information with their signature in it. Everything should be handwritten and in presence of a witness. The witness also needs to sign with the address, name and other details.
Following things the subscriber should mention in the last page of Memorandum of association (MOA);
- Fathers Name:
- PIN No:
- Number of Equity shares: